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unisys 2Q04_10Q

1.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________.
Commission file number 1-8729
UNISYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-0387840
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Unisys Way
Blue Bell, Pennsylvania 19424
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 986-4011
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
YES [X] NO [ ]
Number of shares of Common Stock outstanding as of June 30, 2004: 334,846,823.
2Q04 10Q

5.
UNISYS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the financial information furnished herein reflects all adjustments necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods specified. These adjustments consist only of normal recurring accruals.
Because of seasonal and other factors, results for interim periods are not necessarily indicative of the results to be expected for the full year.
a. The following table shows how earnings per share were computed for the three and six months ended June 30, 2004 and 2003 (dollars in millions,
shares in thousands):
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
2004 2003 2004 2003
------- ------- ------- -------
Basic Earnings Per Share
Net income $ 19.4 $ 52.5 $ 48.3 $ 91.0
======= ======= ======= =======
Weighted average shares 334,411 328,783 333,567 327,996
======= ======= ======= =======
Basic earnings per share $ .06 $ .16 $ .14 $ .28
======= ======= ======= =======
Diluted Earnings Per Share
Net income $ 19.4 $ 52.5 $ 48.3 $ 91.0
======= ======= ======= =======
Weighted average shares 334,411 328,783 333,567 327,996
Plus incremental shares
from assumed exercises
under employee stock plans 4,356 2,366 4,840 1,991
------- ------- ------- -------
Adjusted weighted average
shares 338,767 331,149 338,407 329,987
======= ======= ======= =======
Diluted earnings per share $ .06 $ .16 $ .14 $ .28
======= ======= ======= =======
At June 30, 2004, 25.8 million shares related to employee stock plans were not included in the computation of diluted earnings per share because the
option prices are above the average market price of the company's common stock.
b. The company has two business segments: Services and Technology. Revenue classifications by segment are as follows: Services – consulting and
systems integration, outsourcing, infrastructure services and core maintenance; Technology – enterprise-class servers and specialized technologies.
The accounting policies of each business segment are the same as those followed by the company as a whole. Intersegment sales and transfers are
priced as if the sales or transfers were to third parties. Accordingly, the Technology segment recognizes intersegment revenue and manufacturing
profit on hardware and software shipments to customers under Services contracts. The Services segment, in turn, recognizes customer revenue and
marketing profits on such shipments of company hardware and software to customers. The Services segment also includes the sale of hardware and
software products sourced from third parties that are sold to customers through the company's Services channels. In the company's consolidated
statements of income, the manufacturing costs of products sourced from the Technology segment and sold to Services customers are reported in cost
of revenue for Services.
Also included in the Technology segment's sales and operating profit are sales of hardware and software sold to the Services segment for internal use
in Services engagements. The amount of such profit included in operating income of the Technology segment for the three and six months ended
June 30, 2004 and 2003 was $1.3 million and $11.5 million, and $2.6 million and $14.6 million, respectively. The profit on these transactions is
eliminated in Corporate.
The company evaluates business segment performance on operating income exclusive of restructuring charges and unusual and nonrecurring items,
which are included in Corporate. All other corporate and centrally incurred costs are allocated to the business segments based principally on revenue,
employees, square footage or usage.

8.
e. For equipment manufactured by the company, the company warrants that it will substantially conform to relevant published specifications for 12
months after shipment to the customer. The company will repair or replace, at its option and expense, items of equipment that do not meet this
warranty. For company software, the company warrants that it will conform substantially to then-current published functional specifications for 90
days from customer's receipt. The company will provide a workaround or correction for material errors in its software that prevents its use in a
production environment.
The company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time revenue is
recognized. Factors that affect the company's warranty liability include the number of units sold, historical and anticipated rates of warranty claims
and cost per claim. The company quarterly assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Presented
below is a reconciliation of the aggregate product warranty liability (in millions of dollars):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2004 2003 2004 2003
---- ---- ---- ----
Balance at beginning
of period $17.9 $19.3 $20.8 $19.2
Accruals for warranties issued
during the period 2.1 6.8 7.1 11.7
Settlements made during the
period (4.2) (4.4) (8.9) (9.1)
Changes in liability for
pre-existing warranties during
the period, including expirations (.8) (.6) (4.0) (.7)
----- ----- ----- -----
Balance at June 30 $15.0 $21.1 $15.0 $21.1
===== ===== ===== =====
f. The company applies the recognition and measurement principles of APB Opinion No. 25, quot;Accounting for Stock Issued to Employees,quot; and
related interpretations in accounting for its stock-based employee compensation plans. For stock options, no compensation expense is reflected in
net income as all stock options granted had an exercise price equal to or greater than the market value of the underlying common stock on the date of
grant. In addition, no compensation expense is recognized for common stock purchases under the Employee Stock Purchase Plan. Pro forma
information regarding net income and earnings per share is required by Statement of Financial Accounting Standards (quot;SFASquot;) No. 123,
quot;Accounting for Stock-Based Compensation,quot; and has been determined as if the company had accounted for its stock plans under the fair value
method of SFAS No. 123. For purposes of the pro forma disclosures, the estimated fair value of the options is amortized to expense over the options'
vesting period. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition
provisions of SFAS No. 123 (in millions of dollars):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2004 2003 2004 2003
---- ---- ---- ----
Net income as reported $ 19.4 $ 52.5 $ 48.3 $ 91.0
Deduct total stock-based employee
compensation expense determined
under fair value method for all
awards, net of tax ( 7.7) (10.3) (17.7) (24.8)
------ ------ ------ ------
Pro forma net income $ 11.7 $ 42.2 $ 30.6 $ 66.2
====== ====== ====== ======
Earnings per share
Basic – as reported $ .06 $ .16 $ .14 $ .28
Basic – pro forma $ .03 $ .13 $ .09 $ .20
Diluted – as reported $ .06 $ .16 $ .14 $ .28
Diluted – pro forma $ .03 $ .13 $ .09 $ .20
g. Net periodic pension expense (income) for the three and six months ended June 30, 2004 and 2003 is presented below (in millions of dollars):
Three Months Three Months
Ended June 30, 2004 Ended June 30, 2003

10.
quarterly on a quarter-lag basis, and recorded equity income of $9.1 million and $14.4 million for the three and six months ended June 30, 2004,
respectively.
i. Cash paid during the six months ended June 30, 2004 and 2003 for income taxes was $35.7 million and $42.2 million, respectively.
Cash paid during the six months ended June 30, 2004 and 2003 for interest was $42.7 million and $33.8 million, respectively.
j. In November 2003, the company purchased KPMG’s Belgian consulting business for approximately $3.3 million of cash plus assumed liabilities.
The preliminary purchase price allocation was completed in December 2003 and assumed that the excess of the purchase price over the assets
acquired and liabilities assumed was allocated to goodwill. An outside appraisal company completed its appraisal during the March 2004 quarter.
Approximately $1.5 million of amortizable intangibles (principally customer relationships) were identified and recorded. The intangible assets have
a weighted average life of approximately 5.5 years. The goodwill from this acquisition has been assigned to the Services segment.
In April 2004, the company purchased the document services business unit of Interpay Nederlands B.V. (“Interpay”) for $5.2 million. This business
unit processes approximately 110 million paper-related payments a year for Dutch banks. The purchase price was allocated to assets acquired and
liabilities assumed based on their estimated fair values, and resulted in goodwill of $3.4 million. The acquisition provides for the company to make
contingent payments to Interpay based on the achievement of certain future revenue levels. The contingent consideration will be recorded as
additional goodwill when the contingencies are resolved and consideration is issued or becomes issuable. The goodwill from this acquisition has
been assigned to the Services segment.
In June 2004, the company purchased the security services and identity and access management solutions business of ePresence, Inc., whose
consultants design and implement enterprise directory and security solutions that enable identity management within and across organizations. The
purchase price of $10.6 million will be allocated to assets acquired and liabilities assumed based on their estimated fair values. The preliminary
allocation of the purchase price assumes that the excess of the purchase price over the assets acquired and liabilities assumed of $8.2 million will be
allocated to goodwill. There can be no assurance that this preliminary allocation will represent the final purchase price allocation. The purchase price
allocation will be completed within the next few months after finalization of appraisals. The goodwill from this acquisition has been assigned to the
Services segment.
k. In January 2003, the Financial Accounting Standards Board (quot;FASBquot;) issued interpretation No. 46 (quot;FIN 46quot;), quot;Consolidation of Variable Interest
Entities, an interpretation of ARB 51.quot; The primary objectives of this interpretation are to provide guidance on the identification of entities for which
control is achieved through means other than through voting rights (quot;variable interest entitiesquot;) and how to determine when and which business
enterprise (the quot;primary beneficiaryquot;) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which
either (i) the equity investors (if any) do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that
entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary
beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Certain
disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, the FASB issued FIN 46
(revised December 2003), quot;Consolidation of Variable Interest Entitiesquot; (quot;FIN 46-Rquot;) to address certain FIN 46 implementation issues.
The provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. The adoption of the provisions applicable
to special purpose entities (quot;SPEquot;) and all other variable interests obtained after January 31, 2003 did not have a material impact on the company's
consolidated financial position, consolidated results of operations, or liquidity.
Effective March 31, 2004, the company adopted the provisions of FIN 46-R applicable to Non-SPEs created prior to February 1, 2003. Adoption of
FIN 46-R had no impact on the company's consolidated financial position, consolidated results of operations, or liquidity.
On May 19, 2004, the FASB issued Staff Position No. FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003”, (“FSP No. 106-2”). The above Act introduces a prescription drug benefit under Medicare as
well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part
D. FSP No. 106-2 is effective for the first interim period beginning after June 15, 2004 and provides that an employer shall measure the accumulated
plan benefit obligation (“APBO”) and net periodic postretirement benefit cost taking into account any subsidy received under the Act. As of June 30,
2004, the company’s measurements of both the APBO and the net postretirement benefit cost do not reflect any amounts associated with the subsidy
because the company has not yet been able to conclude whether the benefits provided by its postretirement medical plan are actuarially equivalent to
Medicare Part D under the Act.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
The company experienced a slowdown in certain areas of its business, particularly in infrastructure services and in enterprise servers in the second
quarter of 2004. This resulted in deferrals and delays of some technology contracts and services projects late in the quarter, leading to lower-than-
anticipated results for the period.
For the three months ended June 30, 2004, the company reported net income of $19.4 million, or $.06 per share, compared with $52.5 million, or
$.16 per share, for the three months ended June 30, 2003.
Total revenue for the quarter ended June 30, 2004 was $1.39 billion, down 3% from revenue of $1.43 billion for the quarter ended June 30, 2003.
Foreign currency translations had a 4% positive impact on revenue in the quarter when compared with the year-ago period. In the current quarter,
Services revenue was flat and Technology revenue decreased 12% from the prior year.

11.
U.S. revenue decreased 5% in the current quarter compared with the year-ago period and revenue in international markets was flat as an increase in
Europe was offset by declines in other international regions. On a constant currency basis, international revenue declined 8% in the quarter.
Pension expense for the three months ended June 30, 2004 was $24.8 million compared with $7.9 million of pension income for the three months
ended June 30, 2003. The change was due to the following: (1) a decline in the discount rate used for the U.S. pension plan to 6.25% at December
31, 2003 from 6.75% at December 31, 2002, (2) an increase in amortization of net unrecognized losses, (3) lower expected returns on plan assets due
to amortization of the difference between the calculated value of plan assets and the fair value of plan assets, and (4) for international plans, declines
in discount rates and currency translation. The company records pension income or expense, as well as other employee-related costs such as FICA
and medical insurance costs, in operating income in the following income statement categories: cost of sales; selling, general and administrative
expenses; and research and development expenses. The amount allocated to each income statement line is based on where the salaries of the active
employees are charged. The company currently expects to report pension expense of approximately $90 - $95 million in 2004 compared with
pension income of $22.6 million in 2003.
Total gross profit margin was 26.4% in the second quarter of 2004 compared with 27.5% in the year-ago period, the change principally reflected
pension expense of $17.8 million in the current quarter compared with pension income of $1.5 million in the year-ago quarter.
For the three months ended June 30, 2004, selling, general and administrative expenses were $272.9 million (19.7% of revenue) compared with
$242.4 million (17.0% of revenue) for the three months ended June 30, 2003. The increase principally reflected pension expense of $4.8 million in
the current year compared with $2.4 million of pension income in the year-ago period as well as the impact of foreign currency exchange rates.
Research and development (quot;R&Dquot;) expense was $71.3 million compared with $63.7 million a year ago. The company continues to invest in high-
end Cellular MultiProcessing server technology and in key programs within its industry practices. R&D in the current period includes $2.2 million of
pension expense compared with pension income of $4.0 million in the year-ago period.
For the second quarter of 2004, the company reported an operating income percent of 1.6% compared with 6.0% for the second quarter of 2003. The
change principally reflected pension expense of $24.8 million in the current quarter compared with pension income of $7.9 million in the year-ago
period as well as lower revenue and higher selling, general and administrative expenses.
Interest expense for the three months ended June 30, 2004 was $18.2 million compared with $18.4 million for the three months ended June 30, 2003.
Other income (expense), net was income of $24.0 million in the current quarter compared with income of $10.6 million in the year-ago quarter. The
increase in income was principally due to foreign currency exchange gains of $1.5 million in the current quarter compared with exchange losses of
$6.9 million in the year-ago quarter.
Income before income taxes was $28.7 million in the second quarter of 2004 compared with $78.2 million last year. The provision for income taxes
was $9.3 million in the current period compared with $25.7 million in the year-ago period. The effective tax rate was 32% in 2004 and 33% in 2003.
For the six months ended June 30, 2004, the company reported net income of $48.3 million, or $.14 per share, compared with $91.0 million, or $.28
per share, for the six months ended June 30, 2003.
Total revenue for the six months ended June 30, 2004 was $2.85 billion, up 1% from revenue of $2.82 billion for the six months ended June 30,
2003. Foreign currency translations had a 5% positive impact on revenue in the six months when compared with the year-ago period. In the current
six-month period, Services revenue increased 2% and Technology revenue decreased 5%.
U.S. revenue decreased 1% in the current six-month period compared with the year-ago period and revenue in international markets increased 3%
driven by an increase in Europe which was partially offset by declines in other international regions. On a constant currency basis, international
revenue declined 7% in the six months ended June 30, 2004.
Pension expense for the six months ended June 30, 2004 was $47.0 million compared with $14.3 million of pension income for the six months ended
June 30, 2003.
Total gross profit margin was 26.6% in the six months ended June 30, 2004 compared with 27.6% in the year-ago period. The change principally
reflected pension expense of $33.3 million in the current period compared with pension income of $2.7 million in the year-ago period.
For the six months ended June 30, 2004, selling, general and administrative expenses were $534.1 million (18.7% of revenue) compared with $486.1
million (17.2% of revenue) for the six months ended June 30, 2003.
R&D expense for the six months ended June 30, 2004 was $142.8 million compared with $130.5 million a year ago. R&D in the current period
includes $4.0 million of pension expense compared with pension income of $7.2 million in the year-ago period.
For the six months ended June 30, 2004, the company reported an operating income percent of 2.9% compared with 5.8% for the six months ended
June 30, 2003. The change principally reflected pension expense of $47.0 million in the current period compared with pension income of $14.3
million in the year-ago period.
Interest expense for the six months ended June 30, 2004 was $35.2 million compared with $34.1 million for the six months ended June 30, 2003. The
increase in interest expense was due to higher borrowing levels in 2004.

12.
Other income (expense), net was income of $24.6 million in the current six- month period compared with income of $7.2 million in the year-ago
period. The increase in income was principally due to foreign exchange losses of $.7 million in the current year compared with losses of $11.3
million in the prior-year period as well as Nihon Unisys Ltd. (quot;NULquot;) equity income of $14.4 million in the current period compared with $10.2
million in the prior-year period.
Income before income taxes was $71.1 million in the six months ended June 30, 2004 compared with $135.7 million last year. The provision for
income taxes was $22.8 million in the current period compared with $44.7 million in the year- ago period. The effective tax rate was 32% in 2004
and 33% in 2003.
Segment results
The company has two business segments: Services and Technology. Revenue classifications are as follows: Services – consulting and systems
integration, outsourcing, infrastructure services, and core maintenance; Technology – enterprise-class servers and specialized technologies. The
accounting policies of each business segment are the same as those followed by the company as a whole. Intersegment sales and transfers are priced
as if the sales or transfers were to third parties. Accordingly, the Technology segment recognizes intersegment revenue and manufacturing profit on
hardware and software shipments to customers under Services contracts. The Services segment, in turn, recognizes customer revenue and marketing
profit on such shipments of company hardware and software to customers. The Services segment also includes the sale of hardware and software
products sourced from third parties that are sold to customers through the company's Services channels. In the company's consolidated statements of
income, the manufacturing costs of products sourced from the Technology segment and sold to Services customers are reported in cost of revenue
for Services.
Also included in the Technology segment's sales and operating profit are sales of hardware and software sold to the Services segment for internal use
in Services engagements. The amount of such profit included in operating income of the Technology segment for the three months ended June 30,
2004 and 2003, was $1.3 million and $11.5 million, respectively. The profit on these transactions is eliminated in Corporate.

13.
The company evaluates business segment performance on operating income exclusive of restructuring charges and unusual and nonrecurring items,
which are included in Corporate. All other corporate and centrally incurred costs are allocated to the business segments based principally on revenue,
employees, square footage or usage.
Information by business segment is presented below (in millions of dollars):
Elimi-
Total nations Services Technology
------- ------- -------- ----------
Three Months Ended
June 30, 2004
------------------
Customer revenue $1,388.1 $1,158.8 $229.3
Intersegment $( 57.3) 4.5 52.8
-------- ------- -------- ------
Total revenue $1,388.1 $( 57.3) $1,163.3 $282.1
======== ======= ======== ======
Gross profit percent 26.4% 18.5% 53.3%
======== ======== ======
Operating income
percent 1.6% .7% 5.4%
======== ======== ======
Three Months Ended
June 30, 2003
------------------
Customer revenue $1,425.0 $1,163.4 $261.6
Intersegment $( 89.2) 6.3 82.9
-------- ------- -------- ------
Total revenue $1,425.0 $( 89.2) $1,169.7 $344.5
======== ======= ======== ======
Gross profit percent 27.5% 20.0% 46.6%
======== ======== ======
Operating income
percent 6.0% 5.5% 7.8%
======== ======== ======
Gross profit percent and operating income percent are as a percent of total revenue.
In the Services segment, customer revenue was $1.16 billion for the three months ended June 30, 2004, compared with $1.16 billion for the three
months ended June 30, 2003. Foreign currency translations had about a 4% positive impact on Services revenue in the quarter when compared with
the year-ago period. In Services revenue there was a 7% increase in consulting and systems integration ($414 million in 2004 compared with $386
million in 2003) and a 1% increase in core maintenance revenue ($146 million in 2004 compared with $143 million in 2003). Offsetting these
increases was a decline of 15% in infrastructure services revenue ($180 million in 2004 compared with $212 million in 2003). Outsourcing revenue
was flat ($419 million in 2004 compared with $422 million in 2003). The decline in infrastructure services revenue was principally due to less
project-based work in the current quarter compared with the year-ago quarter. Services gross profit was 18.5% for the three months ended June 30,
2004 compared with 20.0% in the year-ago period. This change was principally due to the impact of pension expense of $17.4 million in the current
quarter compared with pension income of $.7 million in the year-ago period. Services operating income percent was .7% for the three months ended
June 30, 2004 compared with 5.5% last year. This change was principally due to the impact of pension expense of $21.1 million in the current
quarter compared with pension income of $3.2 million in the prior year as well as higher selling, and general and administrative expenses in the
current quarter.
In the Technology segment, customer revenue was $229 million for the three months ended June 30, 2004, down 12% compared with $262 million
for the three months ended June 30, 2003. Foreign currency translations had about a 2% positive impact on Technology revenue in the quarter when
compared with the year-ago period. The decrease in revenue was due to a 35% decrease in sales of specialized technology products ($44 million in
2004 compared with $68 million in 2003) and a 4% decline in sales of enterprise-class servers ($185 million in 2004 compared with $194 million in
2003). The decrease in specialized technology revenue was caused by lower sales of semiconductor test systems and payment systems. Sales of these
systems can vary significantly from quarter to quarter depending on customer needs. Technology gross profit was 53.3% for the three months ended
June 30, 2004 compared with 46.6% in the year-ago period, and Technology operating income percent was 5.4% for the three months ended June 30,
2004 compared with 7.8% last year. The gross profit increase primarily reflected a higher proportion of high-end, higher-margin products within the
ClearPath product line. The decline in operating income percent was principally due to pension expense of $3.7 million in the current period
compared with pension income of $4.7 million in the prior-year period.
New Accounting Pronouncements

14.
In January 2003, the Financial Accounting Standards Board (quot;FASBquot;) issued interpretation No. 46 (quot;FIN 46quot;), quot;Consolidation of Variable Interest
Entities, an interpretation of ARB 51.quot; The primary objectives of this interpretation are to provide guidance on the identification of entities for which
control is achieved through means other than through voting rights (quot;variable interest entitiesquot;) and how to determine when and which business
enterprise (the quot;primary beneficiaryquot;) should consolidate the variable interest entity. This new model for consolidation applies to an entity in which
either (i) the equity investors (if any) do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that
entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that the primary
beneficiary, as well as all other enterprises with a significant variable interest in a variable interest entity, make additional disclosures. Certain
disclosure requirements of FIN 46 were effective for financial statements issued after January 31, 2003. In December 2003, the FASB issued FIN 46
(revised December 2003), quot;Consolidation of Variable Interest Entitiesquot; (quot;FIN 46-Rquot;) to address certain FIN 46 implementation issues.
The provisions of FIN 46 were applicable for variable interests in entities obtained after January 31, 2003. The adoption of the provisions applicable
to special purpose entities (quot;SPEquot;) and all other variable interests obtained after January 31, 2003 did not have a material impact on the company's
consolidated financial position, consolidated results of operations, or liquidity.
Effective March 31, 2004, the company adopted the provisions of FIN 46-R applicable to Non-SPEs created prior to February 1, 2003. Adoption of
FIN 46-R had no impact on the company's consolidated financial position, consolidated results of operations, or liquidity.
Financial Condition
Cash and cash equivalents at June 30, 2004 were $643.4 million compared with $635.9 million at December 31, 2003.
During the six months ended June 30, 2004, cash provided by operations was $214.0 million compared with $48.2 million for the six months ended
June 30, 2003. Operating cash flow increased principally due to higher receivable collections and lower restructuring expenditures. Cash
expenditures in the six months ended June 30, 2004 related to prior-year restructuring charges (which are included in operating activities) were
approximately $7 million compared with $45 million for the prior-year period, and are expected to be approximately $6 million for the remainder of
2004 and $10 million in total for all subsequent years, principally for work-force reductions and idle lease costs.
Cash used for investing activities for the six months ended June 30, 2004 was $216.8 million compared with $225.1 million during the six months
ended June 30, 2003. The decrease in cash used was principally due to net purchases of investments of $.2 million in the current period compared
with net purchases of $34.2 million in the prior-year period. In addition, the current period investment in marketable software was $60.5 million
compared with $76.9 million in the prior-year. Capital additions were $143.5 million for the six months ended June 30, 2004 compared with $112.0
million in the prior-year period. The increase in current year capital expenditures was principally due to additions of revenue-generating assets,
particularly in the company's outsourcing business, as well as expenditures related to the move of the company’s Federal headquarters into a new
facility. Cash expenditures for purchases of businesses was $12.6 million for the six months ended June 30, 2004 compared with $2.0 million in the
prior year.
Cash provided by financing activities during the six months ended June 30, 2004 was $11.7 million compared with $244.6 million in the prior year.
The prior period includes net proceeds from issuance of long-term debt of $293.3 million in connection with the company's issuance in March 2003
of $300 million of 6 7/8% senior notes due 2010.
At June 30, 2004 and December 31, 2003, total debt was $1.1 billion.
The company has a $500 million credit agreement that expires in May 2006. As of June 30, 2004, there were no borrowings under this facility, and
the entire $500 million was available for borrowings. Borrowings under the agreement bear interest based on the then-current LIBOR or prime rates
and the company's credit rating. The credit agreement contains financial and other covenants, including maintenance of certain financial ratios, a
minimum level of net worth and limitations on certain types of transactions, which could reduce the amount the company is able to borrow. Events
of default under the credit agreement include failure to perform covenants, material adverse change, change of control and default under other debt
aggregating at least $25 million. If an event of default were to occur under the credit agreement, the lenders would be entitled to declare all amounts
borrowed under it immediately due and payable. The occurrence of an event of default under the credit agreement could also cause the acceleration
of obligations under certain other agreements and the termination of the company's U.S. trade accounts receivable facility, described below.
In addition, the company and certain international subsidiaries have access to certain uncommitted lines of credit from various banks. Other sources
of short- term funding are operational cash flows, including customer prepayments, and the company's U.S. trade accounts receivable facility. Using
this facility, the company sells, on an on-going basis, up to $225 million of its eligible U.S. trade accounts receivable through a wholly owned
subsidiary, Unisys Funding Corporation I. The facility is renewable annually at the purchasers' option and expires in December 2006. At June 30,
2004, the company had sold $217 million of eligible receivables compared with $225 million at December 31, 2003.
At June 30, 2004, the company has met all covenants and conditions under its various lending and funding agreements. Since the company believes
that it will continue to meet these covenants and conditions, the company believes that it has adequate sources and availability of short-term funding
to meet its expected cash requirements.
The company may, from time to time, redeem, tender for, or repurchase its securities in the open market or in privately negotiated transactions
depending upon availability, market conditions and other factors.
The company has on file with the Securities and Exchange Commission a registration statement covering $1.2 billion of debt or equity securities,
which enables the company to be prepared for future market opportunities.

15.
At June 30, 2004, the company had deferred tax assets in excess of deferred tax liabilities of $2,032 million. For the reasons cited below,
management determined that it is more likely than not that $1,586 million of such assets will be realized, therefore resulting in a valuation allowance
of $446 million.
The company evaluates quarterly the realizability of its deferred tax assets and adjusts the amount of the related valuation allowance, if necessary.
The factors used to assess the likelihood of realization are the company’s forecast of future taxable income, and available tax planning strategies that
could be implemented to realize deferred tax assets. Approximately $4.8 billion of future taxable income (predominantly U.S.) is needed to realize
all of the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. See
“Factors That May Affect Future Results” below.
Stockholders’ equity increased $97.6 million during the six months ended June 30, 2004, principally reflecting net income of $48.3 million, $35.4
million for issuance of stock under stock option and other plans, $2.9 million of tax benefits related to employee stock plans and currency translation
of $7.0 million.
At December 31 of each year, accounting rules require a company to recognize a liability on its balance sheet for each defined benefit pension plan
if the fair value of the assets of that pension plan is less than the present value of the pension obligation (the accumulated benefit obligation, or
quot;ABOquot;). This liability is called a quot;minimum pension liability.quot; Concurrently, any existing prepaid pension asset for the pension plan must be
removed. These adjustments are recorded as a charge in quot;accumulated other comprehensive income (loss)quot; in stockholders' equity. If at any future
year-end, the fair value of the pension plan assets exceeds the ABO, the charge to stockholders' equity would be reversed for such plan.
Alternatively, if the fair market value of pension plan assets experiences further declines or the discount rate is reduced, additional charges to
accumulated other comprehensive income (loss) may be required at a future year-end.
At December 31, 2002, for all of the company's defined benefit pension plans, the ABO exceeded the fair value of pension plan assets. At December
31, 2003, the difference between the ABO and the fair value of pension plan assets decreased. As a result, at December 31, 2003, the company
adjusted its minimum pension liability as follows: decreased its pension plan liabilities by approximately $300 million, increased its investments at
equity by approximately $6 million relating to the company's share of the change in NUL's minimum pension liability, decreased prepaid pension
asset by $56 million, and offset these changes by a credit to other comprehensive income of approximately $250 million, or $165 million net of tax.
This accounting has no effect on the company's net income, liquidity or cash flows. Financial ratios and net worth covenants in the company's credit
agreements and debt securities are unaffected by charges or credits to stockholders' equity caused by adjusting a minimum pension liability.
In accordance with regulations governing contributions to U.S. defined benefit pension plans, the company is not required to fund its U.S. qualified
defined benefit plan in 2004. The company expects to make cash contributions of approximately $70 million to its other defined benefit pension
plans during 2004.
Factors That May Affect Future Results
From time to time, the company provides information containing “forward- looking” statements, as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate
to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may
identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors
that could cause the company’s actual results to differ materially from expectations. These other factors include, but are not limited to, those
discussed below. Any forward- looking statement speaks only as of the date on which that statement is made. The company assumes no obligation to
update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.
The company’s business is affected by changes in general economic and business conditions. The company continues to face a highly competitive
business environment and economic weakness in certain geographic regions. In this environment, many organizations are delaying planned
purchases of information technology products and services. If the level of demand for the company’s products and services declines in the future, the
company’s business could be adversely affected. The company’s business could also be affected by acts of war, terrorism or natural disasters.
Current world tensions could escalate and this could have unpredictable consequences on the world economy and on our business.
The information services and technology markets in which the company operates include a large number of companies vying for customers and
market share both domestically and internationally. The company’s competitors include consulting and other professional services firms, systems
integrators, outsourcing providers, infrastructure services providers, computer hardware manufacturers and software providers. Some of the
company’s competitors may develop competing products and services that offer better price performance or that reach the market in advance of the
company’s offerings. Some competitors also have or may develop greater financial and other resources than the company, with enhanced ability to
compete for market share, in some instances through significant economic incentives to secure contracts. Some also may be better able to compete
for skilled professionals. Any of these factors could have an adverse effect on the company’s business. Future results will depend on the company’s
ability to mitigate the effects of aggressive competition on revenues, pricing and margins and on the company’s ability to attract and retain talented
people.
The company operates in a highly volatile industry characterized by rapid technological change, evolving technology standards, short product life
cycles and continually changing customer demand patterns. Future success will depend in part on the company’s ability to anticipate and respond to
these market trends and to design, develop, introduce, deliver or obtain new and innovative products and services on a timely and cost-effective
basis. The company may not be successful in anticipating or responding to changes in technology, industry standards or customer preferences, and
the market may not demand or accept its services and product offerings. In addition, products and services developed by competitors may make the
company’s offerings less competitive.

16.
The company’s future results will depend in part on its ability to grow outsourcing and infrastructure services. The company’s outsourcing contracts
are multiyear engagements under which the company takes over management of a client’s technology operations, business processes or networks.
The company will need to maintain a strong financial position in order to grow its outsourcing business. In a number of these arrangements, the
company hires certain of its clients’ employees and may become responsible for the related employee obligations, such as pension and severance
commitments.
In addition, system development activity on outsourcing contracts may require the company to make significant upfront investments. As long-term
relationships, these outsourcing contracts provide a base of recurring revenue. However, in the early phases of these contracts, gross margins may be
lower than in later years when the work force and facilities have been rationalized for efficient operations, and an integrated systems solution has
been implemented. Future results will depend on the company’s ability to effectively complete the rationalizations and solution implementations.
Future results will also depend in part on the company’s ability to drive profitable growth in consulting and systems integration. The company’s
ability to grow profitably in this business will depend in part on an improvement in economic conditions and a pick-up in demand for systems
integration projects. It will also depend on the success of the actions the company has taken to enhance the skills base and management team in this
business and to refocus the business on integrating best-of-breed, standards-based solutions to solve client needs. In addition, profit margins in this
business are largely a function of the rates the company is able to charge for services and the chargeability of its professionals. If the company is
unable to maintain the rates it charges or appropriate chargeability for its professionals, profit margins will suffer. The rates the company is able to
charge for services are affected by a number of factors, including clients’ perception of the company’s ability to add value through its services;
introduction of new services or products by the company or its competitors; pricing policies of competitors; and general economic conditions.
Chargeability is also affected by a number of factors, including the company’s ability to transition employees from completed projects to new
engagements, and its ability to forecast demand for services and thereby maintain an appropriate head count.
Future results will also depend, in part, on market acceptance of the company’s high-end enterprise servers. In its technology business, the company
is focusing its resources on high-end enterprise servers based on its Cellular MultiProcessing (CMP) architecture. The company’s CMP servers are
designed to provide mainframe-class capabilities with compelling price-performance by making use of standards-based technologies such as Intel
chips and Microsoft operating system software. The company has transitioned both its legacy ClearPath servers and its Intel-based ES7000s to the
CMP platform, creating a common platform for all the company’s high-end server lines. Future results will depend, in part, on customer acceptance
of the new CMP-based ClearPath Plus systems and the company’s ability to maintain its installed base for ClearPath and to develop next-generation
ClearPath products that are purchased by the installed base. In addition, future results will depend, in part, on the company’s ability to generate new
customers and increase sales of the Intel- based ES7000 line. The company believes there is significant growth potential in the developing market for
high-end, Intel-based servers running Microsoft operating system software. However, competition in this new market is likely to intensify in coming
years, and the company’s ability to succeed will depend on its ability to compete effectively against enterprise server competitors with more
substantial resources and its ability to achieve market acceptance of the ES7000 technology by clients, systems integrators, and independent software
vendors.
A number of the company’s long-term contracts for infrastructure services, outsourcing, help desk and similar services do not provide for minimum
transaction volumes. As a result, revenue levels are not guaranteed. In addition, some of these contracts may permit termination or may impose other
penalties if the company does not meet the performance levels specified in the contracts.
Some of the company’s systems integration contracts are fixed-priced contracts under which the company assumes the risk for delivery of the
contracted services and products at an agreed-upon fixed price. At times the company has experienced problems in performing some of these fixed-
price contracts on a profitable basis and has provided periodically for adjustments to the estimated cost to complete them. Future results will depend
on the company’s ability to perform these services contracts profitably.
The company frequently enters into contracts with governmental entities. Risks and uncertainties associated with these government contracts include
the availability of appropriated funds and contractual provisions that allow governmental entities to terminate agreements at their discretion before
the end of their terms.
The success of the company’s business is dependent on strong, long-term client relationships and on its reputation for responsiveness and quality. As
a result, if a client is not satisfied with the company’s services or products, its reputation could be damaged and its business adversely affected. In
addition, if the company fails to meet its contractual obligations, it could be subject to legal liability, which could adversely affect its business,
operating results and financial condition.
The company has commercial relationships with suppliers, channel partners and other parties that have complementary products, services or skills.
Future results will depend, in part, on the performance and capabilities of these third parties, on the ability of external suppliers to deliver
components at reasonable prices and in a timely manner, and on the financial condition of, and the company’s relationship with, distributors and
other indirect channel partners.
Approximately 54% of the company’s total revenue derives from international operations. The risks of doing business internationally include foreign
currency exchange rate fluctuations, changes in political or economic conditions, trade protection measures, import or export licensing requirements,
multiple and possibly overlapping and conflicting tax laws, and weaker intellectual property protections in some jurisdictions.
The company cannot be sure that its services and products do not infringe on the intellectual property rights of third parties, and it may have
infringement claims asserted against it or against its clients. These claims could cost the company money, prevent it from offering some services or
products, or damage its reputation.

17.
Item 4. Controls and Procedures
The company’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the company’s disclosure controls and procedures as of June 30, 2004. Based on this evaluation, the company’s Chief Executive
Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective for gathering, analyzing and
disclosing the information the company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time
periods specified in the SEC’s rules and forms. Such evaluation did not identify any change in the company’s internal control over financial
reporting that occurred during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting.
Part II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The company's 2004 Annual Meeting of Stockholders (the quot;Annual Meetingquot;) was held on April 22, 2004 in Philadelphia, Pennsylvania.
(c) The following matter was voted upon at the Annual Meeting and received the following votes:
Election of Directors as follows:
o Henry C. Duques – 293,986,489 votes for; 10,001,384 votes withheld
o Clayton M. Jones – 293,943,825 votes for; 10,044,048 votes withheld
o Theodore E. Martin – 290,945,808 votes for; 13,042,065 votes withheld
o Lawrence A. Weinbach – 295,253,437 votes for; 8,734,436 votes withheld
Item 5 Other Information
On July 22, 2004, the company’s Board of Directors elected Matthew J. Espe, chairman and chief executive officer of IKON Office Solutions, Inc.,
as a director of Unisys. Mr. Espe has been named to the Finance Committee of the Board.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Exhibit Index
(b) Reports on Form 8-K
As previously disclosed in the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, on April 6, 2004, the
company filed a Current Report on Form 8-K dated April 6, 2004, to report under Items 5 and 7 of that form.
On April 15, 2004 the company furnished a Current Report on Form 8-K to provide, under Items 7 and 12, the company’s earnings release reporting
its financial results for the quarter ended March 31, 2004. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNISYS CORPORATION
Date: July 22, 2004
By: /s/ Janet M. Brutschea Haugen
-----------------------------
Janet M. Brutschea Haugen
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Carol S. Sabochick
----------------------
Carol S. Sabochick
Vice President and
Corporate Controller
(Chief Accounting Officer)

18.
EXHIBIT INDEX
Exhibit Description
Number
3.1 Restated Certificate of Incorporation of Unisys Corporation (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999)
3.2 Bylaws of Unisys Corporation, as amended through April 22, 2004 (incorporated by reference to Exhibit 3 to the registrant’s
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004)
10.1 Agreement, dated April 6, 2004, between Lawrence A. Weinbach and Unisys Corporation (incorporated by reference to Exhibit
10 to the registrant’s current Report on Form 8-K dated April 6, 2004)
10.2 Deferred Compensation Plan for Directors of Unisys Corporation, as amended and restated effective April 22, 2004
12 Statement of Computation of Ratio of Earnings to Fixed Charges
31.1 Certification of Lawrence A. Weinbach required by Rule 13a-14(a) or Rule 15d-14(a)
31.2 Certification of Janet Brutschea Haugen required by Rule 13a-14(a) or Rule 15d-14(a)
32.1 Certification of Lawrence A. Weinbach required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act
of 2002, 18 U.S.C. Section 1350
32.2 Certification of Janet Brutschea Haugen required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley
Act of 2002, 18 U.S.C. Section 1350

19.
DEFERRED COMPENSATION
PLAN FOR DIRECTORS OF UNISYS CORPORATION
ARTICLE I
PURPOSE & AUTHORITY
1.1 PURPOSE. The purpose of the Plan is to offer members of the Board of Directors who are not employees of the Corporation the opportunity to
defer receipt of a portion of their Compensation, under terms advantageous to both the Director and the Corporation.
1.2 EFFECTIVE DATE. The Board originally approved the Plan on November 20, 1981, and the Plan was subsequently amended, effective January
1, 1994. This document reflects the Plan as amended and restated effective April 22, 2004. The terms of this amended and restated Plan shall apply
to all Account Balances and elections made pursuant to the Plan prior to its amendment.
1.3 AUTHORITY. Any decision made or action taken by the Corporation and any of its officers or employees involved in the administration of this
Plan, or any member of the Board or the Committee arising out of or in connection with the construction, administration, interpretation and effect of
the Plan shall be within the absolute discretion of all and each of them, as the case may be, and will be conclusive and binding on all parties. No
member of the Board and no employee of the Corporation shall be liable for any act or action hereunder, whether of omission or commission, by any
other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in
circumstances involving the member's or employee's bad faith, for anything done or omitted to be done by himself or herself.
ARTICLE II
DEFINITIONS
2.1 quot;Accountquot; means, for any Participant, each memorandum account established for the Participant under Section 4.1. quot;Stock Units Accountquot;
means that portion of a Participant's Account attributable to Elective and Non-Elective Stock Units. Effective April 22, 2004, each Participant's
Account maintained under the Unisys Corporation Director Stock Unit Plan will be transferred to this Plan and become part of the Participant's Stock
Unit Account.
2.2 quot;Account Balancequot; means, for any Participant as of any date, the aggregate amount reflected in his or her Account.
2.3 quot;Beneficiaryquot; means the person or persons designated from time to time in writing by a Participant to receive payments under the Plan after the
death of such Participant or, in the absence of such designation or in the event that such designated person or persons predeceases the Participant, the
Participant's estate.
2.4 quot;Boardquot; means the Board of Directors of the Corporation.
2.5 quot;Change in Controlquot; shall have the same meaning as is ascribed to that term under the Unisys Corporation 2003 Long-Term Incentive and Equity
Compensation Plan, or any successor stock option plan.
2.6 quot;Committeequot; means the Compensation Committee of the Board, or such other committee as may be appointed by the Board to administer the
Plan.
2.7 quot;Compensationquot; means amounts payable by the Corporation, absent deferral, with respect to services provided by a Participant to the
Corporation as a Director, including retainer and meeting fees, but shall not include Non-Elective Stock Unit amounts credited to a Participant's
Account hereunder.
2.8 quot;Corporationquot; means Unisys Corporation.
2.9 quot;Deferral Electionquot; means an election by an Eligible Director to defer a portion of his or her Compensation under the Plan, as described in
Section 3.1.
2.10 quot;Eligible Directorquot; means a member of the Board who is not an employee of the Corporation.
2.11 quot;Executives' Planquot; means the Unisys Corporation Deferred Compensation Plan.
2.12 quot;Fair Market Valuequot; means, on any date, the sales price of a share of Unisys Common Stock as of the official close of the New York Stock
Exchange at 4:00 p.m. U.S. Eastern Standard Time on such date.
2.13 quot;Investment Measurement Optionquot; means any of the hypothetical investment alternatives available for determining the additional amounts to be
credited to a Participant's Account under Section 4.2. The Investment Measurement Options available are all of the investment options available to
eligible participants under the USP other than the Unisys Common Stock Fund.
2.14 quot;Option for Stock Unitsquot; means an option, created pursuant to a Director's election in accordance with Section 6 that, if exercised by the
Director, will result in the crediting of Stock Units to the Director's Account.
2.15 quot;Participantquot; means an Eligible Director or former Eligible Director who has made a Deferral Election and who has not received a distribution
of his or her entire Account Balance.

20.
2.16 quot;Planquot; means the Deferred Compensation Plan for Directors of Unisys Corporation, as set forth herein and as amended from time to time.
2.17 quot;Revised Electionquot; means an election made by a Participant, in accordance with Section 5.2, to change the date as of which payment of his or
her Account Balance is to commence and/or the form in which such payment is to be made.
2.18 quot;Stock Unitsquot; means Unisys common stock-equivalent units, which are awarded pursuant to the Unisys Corporation 2003 Long-Term Incentive
and Equity Compensation Plan as Elective or Non-Elective Stock Units. Elective Stock Units are Stock Units awarded as a result of a Participant's
election to defer the receipt of Compensation in accordance with Section 4.2(b) of the Plan or the Participant's election to convert an option for stock
to an Option for Stock Units in accordance with Section 3.2 of the Plan. Non-Elective Stock Units are Stock Units awarded to the Participant by the
Corporation without regard to a deferral election.
2.19 quot;USPquot; means the Unisys Savings Plan.
2.20 quot;Valuation Datequot; means any business day as of which the interest of a Participant in each of the Participant's Accounts is valued pursuant to the
terms of the Plan.
ARTICLE III
DEFERRAL OF COMPENSATION
3.1 DEFERRAL ELECTION.
(a) Prior to or during any calendar year, each Eligible Director may elect to defer all or a portion of his or her Compensation that, absent deferral,
would be paid to him or her for services rendered during the following calendar year or the remainder of the current calendar year, as applicable, by
properly completing a Deferral Election form.
(b) To be effective, a Deferral Election must be made in writing by the Eligible Director on a form furnished by the Secretary of the Corporation on
or before the date that is (I) no later than the December 31 prior to the calendar year to which the Deferral Election applies or (II) at least three
months and one day before the date on which the amounts to be deferred, absent deferral, would be paid to the Eligible Director, provided, however,
that an individual who becomes an Eligible Director after January 1 of a calendar year may make a Deferral Election with respect to Compensation
that, absent deferral, would be paid to him or her during the remainder of the calendar year in which he or she has become an Eligible Director, by
filing the required written election on or before the date that is 30 days after the date on which he or she becomes an Eligible Director.
(c) Once made, a Deferral Election shall become effective upon receipt by the Secretary of the Corporation and is thereafter irrevocable, except to
the extent otherwise provided in Section 5.2.
(d) An Eligible Director's Deferral Election must specify either a percentage or a certain dollar amount of his or her Compensation to be deferred
under the Plan. In addition, the Deferral Election must specify the date on which payment of the amount deferred and payment in respect of any
Non-Elective Stock Units that may be credited to the Participant's Account is to commence and the manner in which such payment is to be made, as
set forth below:
(1) Subject to Section 5.1(b) hereof, the Deferral Election must specify that such payment is to commence as of:
(A) his or her termination of service as a member of the Board (including as a result of disability); or
(B) a specific date (which may be determined by reference to the Eligible Director's termination of service) that is at least two years after the date on
which the initial amounts to be deferred, absent deferral, would be paid to the Eligible Director.
(2) The Eligible Director must specify whether payment of his or her Account Balance, including any payment in respect of any Non- Elective Stock
Units that may be credited to the Participant's Account, is to be made in a single sum or in annual installments.
(3) Notwithstanding the foregoing, an Eligible Director may not elect a time of benefit commencement and/or a form of payment to the extent that
such an election would cause any payments to be made after the March 31 first following the date that is 20 years after the date of the Eligible
Director's termination of service.
(e) Deferrals of an Eligible Director's Compensation shall be credited to the Plan at the time at which the Compensation, absent deferral, would be
payable to the Participant.
(f) Unless the Deferral Election form specifically provides otherwise, a Deferral Election shall expire as of the last day of the calendar year that
includes the first day on which any amount, absent deferral, would be paid to the Eligible Director.
3.2 OPTIONS FOR STOCK UNITS. A Director who holds an option for Corporation common stock that was awarded to him or her under any plan
maintained by the Corporation may elect, to the extent permitted under that plan or otherwise by the Committee, to convert all or part of that option
to an Option for Stock Units in accordance with the provisions of this Section 3.2.
(a) ELECTION TO CONVERT OPTION. A Director can elect to convert all or a portion of an outstanding option to an Option for Stock Units by
providing written notice to the Corporation, which must be received by the Corporate Executive Compensation Department, at least six months
before the expiration date of the option. The election must specify the number of shares of Corporation common stock subject to the option that are
to become subject to the Option for Stock Units. The election must also specify the date on which the Stock Units to be credited to the Director's
Account upon the exercise of the Option for Stock Units are to be paid to the Director; such date may be (1) the Director's termination of service or